EXHIBIT 10.4
                               THE CIT GROUP, INC.

                                November 2, 1998

Mr. Joseph M. Leone
650 CIT Drive
Livingston, NJ 07039

Dear Joe:

      Reference is made to your employment  agreement,  dated December 29, 1989,
with The CIT Group, Inc. (the "Company"),  as amended by letter agreements dated
November  16,  1992,  December  20, 1994 and  December 6, 1996 (the  "Employment
Agreement").  The Board of Directors  (the "Board") of the Company is pleased to
extend your  Employment  Agreement  with the Company on the following  terms and
conditions, all other terms and conditions being null and void:

      1. Term.  This  Employment  Agreement  will be effective as of November 2,
1998. The term of this Employment Agreement (the "Term") will be for a period of
twenty-six  (26) months  beginning on November 2, 1998 and,  except as otherwise
provided in  paragraph 4 below,  ending on December 31,  2000.  This  Employment
Agreement and the Term may be extended for one (1) or more additional periods by
written  agreement signed by you and the Company at any time prior to the end of
the Term then in effect.

      2. Duties.  During the Term, you will serve in such  capacities and devote
substantially  all of your  business  time and  energies to the  business of the
Company and faithfully,  diligently and competently  perform such duties, as are
assigned to you by the Chief  Executive  Officer of the  Company  (the "CEO") or
pursuant to his delegation.

      3.  Compensation  and  Benefits.  In full  consideration  for all services
rendered  by you in all  capacities  during  the  Term,  you  will  receive  the
following compensation and benefits:

            (a) Base Salary.  An annual base salary ("Base  Salary") of not less
than the amount  you  received  immediately  prior to the  commencement  of this
current  Employment  Agreement  payable in accordance with the customary payroll
practices of the Company.  Your Base Salary and performance  will be reviewed by
the CEO or pursuant to his delegation during the Term pursuant to normal Company
practices.  Your Base Salary may be increased  (but not reduced) by the CEO from
time to time, based upon your performance and responsibilities,  pursuant to the
Company's standard procedures for salary adjustments.

<PAGE>

            (b)  Bonuses.  You  will  participate  in all  executive  bonus  and
incentive compensation plans (collectively,  "Incentive Plans") now or hereafter
maintained by the Company for which your level of employment  makes you eligible
in accordance with the Company's policies and the terms of such Incentive Plans.

            (c)  Expense  Reimbursement.  The  Company  will  reimburse  you, in
accordance with applicable  policies and practices of the Company in effect from
time to time, for your ordinary and necessary business expenses.

            (d) Other  Benefits.  You will be  eligible  to  participate  in all
employee retirement and welfare benefit plans now or hereafter  maintained by or
on behalf of the Company,  including the Company's Executive Retirement Plan and
receive all fringe  benefits and  vacations,  for which your level of employment
makes you eligible in accordance  with the  Company's  policies and the terms of
such plans.  In addition,  the Company will provide you with (1) a  supplemental
pension  benefit  and (2) a  supplemental  savings  benefit,  in each case in an
amount equal to the value of the benefit you would be entitled to receive  under
the Company's Retirement Plan or Savings Incentive Plan, as the case may be, but
for the  limitations on the amount of such benefits  imposed by Sections 415 and
401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code").

            (e) Modifications.  The Company may at any time or from time to time
amend, modify,  suspend or terminate any bonus,  incentive compensation or other
benefit  plans or programs  provided  hereunder  for any reason and without your
consent;  provided  that,  without your consent,  the Company may not reduce the
aggregate value of the benefits provided to you hereunder.

      4. Termination of Your Employment.

            (a) By the Company. The Company may terminate your employment in its
sole discretion at any time during the Term, with or without Cause, upon fifteen
(15) days prior notice by the Company to you.  For  purposes of this  Employment
Agreement,  "Cause"  means any of the  following:  (1)  action by you  involving
willful  malfeasance,  (2) your  unreasonable  neglect or refusal to perform the
executive duties assigned to you under this Employment Agreement, (3) your being
convicted of a crime  constituting a felony under federal or applicable state or
local law, (4) your  engaging in any activity  that is directly or indirectly in
competition  with  the  Company  or any  affiliate  or in any  activity  that is
inimical  to the best  interests  of the Company or any  affiliate,  or (5) your
violation of Company policy covering  standards of corporate  conduct;  provided
that the  determination  of Cause  shall be made by the  Company's  CEO.  If the
Company  terminates  your  employment for Cause,  all the Company's  obligations
under this Employment Agreement shall thereupon cease and terminate,  except for
those amounts specified in paragraph 5(a)(2).

            (b) By You. You may terminate  your  employment  with the Company at
any time during the Term, with or without Good Reason, upon fifteen


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<PAGE>

 (15) days prior notice by you to the Company.  For purposes of this  Employment
Agreement,  "Good  Reason"  means  (1)  the  assignment  to  you of  duties  and
responsibilities  not commensurate with your status as a senior executive of the
Company,  (2) the failure of the Company to provide compensation and benefits to
you at the levels required herein,  (3) following a Change of Control as defined
in  paragraph  7(d),  the  requirement  by the  Company,  or, if  applicable,  a
Subsidiary, or a successor to the Company or a Subsidiary, without your consent,
that you  relocate or perform a  significant  portion of your duties  under this
Employment  Agreement  outside  a fifty  (50)  mile  radius  from  your  present
principal place of employment or (4) the failure of the Company to adhere in any
substantial manner to any of its other covenants herein.

      5. Severance Payment.

            (a) Without Cause and Good Reason  Termination.  If during the Term,
the Company  terminates  your  employment  without Cause or you  terminate  your
employment for Good Reason,  all  compensation  payable to you under paragraph 3
hereof will cease as of the effective date of such termination (the "Termination
Date") and the Company will pay to you,  subject to  paragraph 6, the  following
sums:

      (1)   An amount  equal to two (2) times your then current Base Salary plus
            the sum of your annual bonuses,  if any, for the two (2) immediately
            preceding calendar years under The CIT Group, Inc. Bonus Plan plus a
            pro-rata  annual  bonus amount for that portion of the bonus year up
            to the Termination  Date, based on the average annual bonus, if any,
            paid in the prior two (2) full years.  This payment shall be payable
            fifty percent (50%) in twelve (12) equal  installments at the end of
            each of the twelve (12) months  following the Termination  Date, and
            fifty  percent  (50%)  in a  lump  sum  on  the  anniversary  of the
            Termination  Date.  If,  however,  prior to the  anniversary  of the
            Termination  Date,  you violate  the  noncompetition  provisions  of
            paragraph 6(b)(i),  then the Company will have no obligation to make
            any of the payments  that remain  payable by the Company  under this
            paragraph   5(a)(1)  on  or  after  the  date  of  such   violation.
            Notwithstanding  the  provisions of this paragraph  5(a)(1),  if you
            have received, are scheduled to receive or are otherwise eligible to
            receive all or any portion of a "Special Payment" in accordance with
            paragraph 7(b) below, the amount payable to you under this paragraph
            5(a)(1) shall be reduced


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<PAGE>

            by the amount of such "Special Payment" paid or payable to you under
            paragraph 7(b).

      (2)   All previously earned and accrued entitlements and benefits from the
            Company,  including  any such  entitlements  and benefits  under the
            Company's  pension,  disability,  life  insurance and medical plans,
            policies and programs.

      (3)   Continued benefit coverage which permits you to continue to receive,
            for two (2)  years  from  the  Termination  Date,  at the  Company's
            expense, life insurance and medical,  dental and disability benefits
            at least  comparable to those  provided by the Company to you on the
            Termination  Date  provided  that such  benefits  shall cease if you
            obtain other employment with comparable  benefits,  as determined by
            the Company, Two (2) years additional benefit service and age credit
            under the Company's  Retirement  Plan and the  Executive  Retirement
            Plan. (The amount of any benefit payable as a result of such two (2)
            year  additional  service  and age  credit  shall  be paid  from the
            applicable benefit or retirement plan as permitted by the provisions
            of such  applicable  benefit or retirement  plan and the Code, or in
            the event not paid from the applicable  benefit or retirement  plan,
            such benefit shall be paid by the Company).

      (4)   The reasonable costs of outplacement services until such time as you
            accept new employment.

      (5)   Any  awards  due to you under the terms of the  Company's  Long-Term
            Equity  Compensation  Plan (the "ECP") or any successor  plan as may
            have been hereafter adopted by the Company.  Upon such payment,  all
            of your rights under all such plans will then terminate.

      (6)   All benefits  payable to you under the terms and  conditions  of the
            Company's Executive Retirement Plan, if any.

      All of the amounts and  benefits to be provided  pursuant to clauses  (3),
(4), (5) and (6) above shall be provided without duplication for the amounts and
benefits to be provided pursuant to clause (2) above.


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<PAGE>

            (b) For Cause Termination or Termination By You Without Good Reason.
Subject to paragraph  7(c), if your  employment is terminated by the Company for
Cause or if you terminate your employment for any reason other than Good Reason,
you will receive only the amounts specified in paragraph 5(a)(2).

            (c)  Death  or  Disability.  In the  event  of  your  death  or your
disability due to physical or mental illness or other  disability  which renders
you  unable,  on other than a  temporary  basis,  to perform  the duties of your
employment,  the Term will  terminate as of the date of your death or disability
and you or your  beneficiary  will receive the benefits  specified in paragraphs
5(a)(2),(5),(6)  plus an amount  equal to your Base  Salary on such date for one
(1)  year.  Disability  will be  determined  in a  manner  consistent  with  the
Company's Long-Term Disability Plan.

      6. Confidentiality and Competitive Activity.

            (a) Confidential Information. You acknowledge that you have acquired
and will continue to acquire during the Term, confidential information regarding
the business of the Company,  Dai-Ichi Kangyo Bank ("DKB") and their  respective
subsidiaries and affiliates.  Accordingly,  you agree that,  without the written
consent of the Board,  you will not, at any time,  disclose to any  unauthorized
person or otherwise  use any such  confidential  information.  For this purpose,
confidential  information means non-public  information concerning the financial
data, business  strategies,  product development (and proprietary product data),
customer lists,  marketing plans, and other proprietary  information  concerning
the Company or DKB and their respective subsidiaries and affiliates,  except for
specific items which have become  publicly  available  other than as a result of
your breach of this Employment Agreement.

            (b) Competition and Solicitation.  If (1) you resign with or without
Good Reason,  (2) your  employment  is terminated by the Company with or without
Cause,  (3) you retire under the terms of the Company's  Retirement Plan, or (4)
solely for the purposes of (ii) below,  you resign  following the  expiration of
this Employment Agreement,  then for one (1) year after the Termination Date, in
the case of clause (i) below, and for (2) two years after the Termination  Date,
in the case of clause (ii) below,  you will not,  without the written consent of
the Board, directly or indirectly,  (i) knowingly engage or be interested in (as
owner, partner,  stockhoIder,  employee, director, officer, agent, consultant or
otherwise),  with or without  compensation,  any  business in the United  States
which is in competition  with any line of business  actively being  conducted on
the Termination Date by the Company or any of its subsidiaries; provided that if
your  employment  has been  terminated by the Company  without Cause or you have
terminated your employment with the Company for Good Reason,  you may so compete
in which event you shall forfeit your right to receive future severance payments
pursuant to paragraph 5(a)(1) hereof and (ii) whether or not your termination of
employment occurred without Cause or for


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<PAGE>

 Good  Reason,  hire any person who was  employed  by the  Company or any of its
subsidiaries or affiliates  (other than persons  employed in a clerical or other
nonprofessional  position) within the six-(6)month  period preceding the date of
such hiring, or solicit,  entice,  persuade or induce any person or entity doing
business  with  the  Company  or  DKB  and  their  respective  subsidiaries  and
affiliates,  to terminate  such  relationship  or to refrain  from  extending or
renewing the same. Nothing herein,  however, will prohibit you from acquiring or
holding  not  more  than  one  percent  (1%) of any  class  of  publicly  traded
securities of any such business; provided that such securities entitle you to no
more than one percent (1%) of the total outstanding votes entitled to be cast by
securityholders  of such business in matters on which such  securityholders  are
entitled to vote.

            (c) Remedy for Breach. You hereby acknowledge that the provisions of
this paragraph 6 are reasonable and necessary for the protection of the Company,
DKB, and their respective subsidiaries and affiliates.  In addition, you further
acknowledge  that the  Company,  DKB,  and  their  respective  subsidiaries  and
affiliates  will be irrevocably  damaged if such covenants are not  specifically
enforced.  Accordingly, you agree that, in addition to any other relief to which
the Company  may be  entitled,  the Company  will be entitled to seek and obtain
injunctive  relief  (without  the  requirement  of any  bond)  from a  court  of
competent  jurisdiction  for the purposes of restraining  you from any actual or
threatened  breach of such  covenants.  In  addition,  and without  limiting the
Company's other  remedies,  in the event of any breach by you of such covenants,
the  Company  will have no  obligation  to pay any of the  amounts  that  remain
payable by the Company under paragraph 5(a)(1).

            (d) Enforceability. If a court determines that any of the provisions
of this paragraph 6 are  unenforceable  because of the duration or  geographical
scope of such provisions, the parties hereto agree that the duration or scope of
such  provisions,  as the case may be,  shall be reduced so that such  provision
becomes  enforceable  and, in its reduced  form,  such  provision  shall then be
enforceable and shall be enforced.

      7. Change of Control.

            (a)  Contract  Extension.  If during the Term, a "Change of Control"
occurs  as  defined  in  paragraph  7(d),  the  Term  of your  employment  shall
automatically  be extended until the second  anniversary  date of such Change of
Control.

            (b) Special  Payment.  In addition to the  compensation and benefits
already  required under the provisions of your Employment  Agreement,  if, while
you are an active  employee of the Company,  a Change of Control should occur on
or prior to December 31, 2000, you will receive a special  payment (the "Special
Payment"). The amount of such Special Payment shall equal the sum of your annual
bonuses, if any, for the two (2) immediately  preceding calendar years under The
CIT Group,  Inc.  Bonus Plan and will be payable  over a  two-(2)year  period as
follows:  one-third (1/3) of the payment shall be paid to you within thirty (30)
days after the 


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<PAGE>

date of the Change of Control; one-third (1/3) shall be paid to you on or before
the first anniversary date of such Change of Control;  and one-third (1/3) shall
be paid to you on or  before  the  second  anniversary  date of such  Change  of
Control, provided,  however, the Company, in its sole discretion, may accelerate
the payment of all or any part of the Special  Payment  determined in accordance
with this  paragraph  7(b).  Notwithstanding  the  foregoing  provisions of this
paragraph,  all or any part of such Special  Payment shall not be payable to you
if during the two-(2)year  period commencing on the date of a Change of Control,
and  ending on the  second  anniversary  of such date:  (1) your  employment  is
involuntarily terminated by the Company for "Cause" as defined in the Employment
Agreement;  (2) you  voluntarily  terminate  employment with the Company for any
reason other than "Good Reason" as defined in the Employment  Agreement;  or (3)
you breach any confidentiality or competition  covenant under paragraph 6 of the
Employment Agreement. For purposes of this paragraph 7(b), a termination of your
employment  on account of your death,  disability  or retirement on or after age
fifty-five  (55)  under  the  terms  of  the  Company's  Retirement  Plan  shall
constitute  a  termination  for "Good  Reason."  In the  absence  of a  separate
beneficiary  designation,  your beneficiary  under the Group Life Insurance Plan
will receive any Special Payment remaining to be paid upon your death.

            (c)  Termination of Employment  After a Change of Control for Awards
Granted under the ECP.  Notwithstanding the provisions of Article 14 of the ECP:
If an Executive's  employment with the Company is terminated by the Company, or,
if applicable, a Subsidiary,  or a successor to the Company or a Subsidiary,  on
or after a Change of Control and prior to the first  anniversary  of such Change
of Control:

      (1)   If you terminate  employment for Good Reason or your employment with
            the  Company is  terminated  by the  Company,  or if  applicable,  a
            Subsidiary,  or a successor  to the Company or a  Subsidiary,  on or
            after a Change of Control and prior to the first anniversary of such
            Change  of  Control:  (i) any and all  Options  other  than  Options
            granted in consideration  of the termination of The CIT Group,  Inc.
            Career  Incentive Plan (the "CIT Career  Incentive Plan") or granted
            in consideration of The CIT Group, Inc. Initial Public Offering (the
            "CIT   Initial   Public   Offering"),   shall   become   immediately
            exercisable,  and shall remain  exercisable  throughout their entire
            term; and (ii) any Period of Restriction and restrictions imposed on
            Restricted   Stock,   other  than   Restricted   Stock   granted  in
            consideration of the termination of the CIT Career Incentive Plan or
            granted in consideration  of the CIT Initial Public Offering,  shall
            lapse.


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<PAGE>

      (2)   If you terminate  employment for Good Reason or your employment with
            the Company is  terminated  by the  Company,  or, if  applicable,  a
            Subsidiary,  or a successor  to the Company or a  Subsidiary,  on or
            after a Change of Control  and prior to  November  1, 2002,  (i) All
            Options  granted  in  consideration  of the  termination  of the CIT
            Career Incentive Plan or granted in consideration of the CIT Initial
            Public  Offering  held  by the  Participant,  if any,  shall  become
            immediately  exercisable  and shall  remain  exercisable  throughout
            their  entire  term;  and (ii) any  Period  of  Restriction  and all
            restrictions imposed on Restricted Stock granted in consideration of
            the  termination  of the CIT  Career  Incentive  Plan or  granted in
            consideration  of the CIT Initial  Public  Offering,  if any,  shall
            lapse.

      (3)   All terms  with  respect to the ECP that are not  otherwise  defined
            herein, are defined in the ECP.

            (d) Change of  Control  Defined.  For  purposes  of this  Employment
Agreement,  a "Change of Control"  shall be deemed to have  occurred if: (1) any
Person or Group other than DKB or an  Affiliate  becomes the  Beneficial  Owner,
directly or  indirectly,  of securities  representing a majority of the combined
voting power of the Company's then outstanding  securities generally entitled to
vote for the  election of directors  (capitalized  terms not  otherwise  defined
herein  are used as  defined  under  the  Securities  Exchange  Act of 1934,  as
amended,  and the rules and  regulations  promulgated  thereunder);  or (2) as a
result of a cash tender offer,  merger or other business  combination,  sales of
assets or contested election,  or any combination of the foregoing  transactions
(a  "Transaction"),  the persons who were  directors of the Company  immediately
before the Transaction  shall cease to constitute a majority of the Board of the
Company or of any successor to the Company.  Notwithstanding  the  foregoing,  a
Change of Control  resulting  from a Change of Control of DKB shall not  require
the extension of the Term hereunder.

      8. MiscelIaneous.

            (a) Survival; Notices. The obligations of the Company in paragraph 5
and your  obligations  in  paragraph  6 will  survive  the  termination  of this
Employment Agreement.  Any notice,  consent or other communication made or given
in  connection  with this  Employment  Agreement  will be in writing and will be
deemed to have been duly given when  delivered  or five (5) days after mailed by
United States  registered or certified mail,  return receipt  requested,  to the
parties at the address set forth on the first page of this Employment  Agreement
(attention: General Counsel, if to the Company).


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<PAGE>

            (b) Entire Agreement.  This Employment  Agreement supersedes any and
all existing  agreements  between you and the Company or any of its subsidiaries
or affiliates relating to the terms of your employment.

            (c)  Amendments  and  Waivers.  No  provisions  of  this  Employment
Agreement may be amended,  modified, waived or discharged except as agreed to in
writing by you and the  Company.  The  failure of a party to insist  upon strict
adherence to any term of this  Employment  Agreement on any occasion will not be
considered  a waiver  thereof or deprive that party of the right  thereafter  to
insist upon strict  adherence to that term or any other term of this  Employment
Agreement.

            (d) Successors.  This Employment Agreement shall be binding upon and
inure to the  benefit of you and the Company and its  successors  and  permitted
assigns.  Neither this Employment Agreement nor any of the rights of the parties
hereunder  may be assigned by either  party  hereto  except that the Company may
assign its rights and  obligations  hereunder to a  corporation  or other entity
that acquires  substantially  all of its assets.  Any  assignment or transfer of
this Employment Agreement in violation of the foregoing provisions will be void.

            (e) Governing Law. This Employment Agreement will be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed in that State.

            (f) Legal Counsel;  Offsets and Reductions.  In the event you obtain
legal  counsel to enforce  your  rights  under this  Employment  Agreement,  the
Company  will pay you  reasonable  legal fees if you  recover any amount on such
claim.  Except as provided in paragraph 6, if your  employment  is terminated by
the Company,  your  severance  shall not be subject to any offsets or reductions
for your  subsequently  earned income or reduction by reason of any claim by the
Company.

            (g) Severability.  If any provision of this Employment  Agreement is
invalid or unenforceable,  the balance of this Employment  Agreement will remain
in effect,  and if such provision is inapplicable to any person or circumstance,
it will nevertheless remain applicable to all other persons and circumstances.

            (h)  Withholding.  The Company is  authorized  to withhold  from any
benefit  provided or payment due hereunder the amount of  withholding  taxes due
any federal, state, or local authority in respect of such benefit or payment and
to take such other  action as may be  necessary in the opinion of the Company to
satisfy all obligations for the payment of such withholding taxes.

            (i) Tax Gross-Up. In the event that any payment made to you pursuant
to this  Employment  Agreement with the Company  becomes subject to excise taxes
under  Section 4999 of the Code,  the Company will pay to you the amount of such
excise taxes plus all federal, state and local taxes applicable to the Company's
payment of such excise taxes including any additional excise taxes due


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<PAGE>

under  Section 4999 of the Code with respect to payments  made  pursuant to this
Employment Agreement.

      The  determination  of amounts  required to be paid under this  Employment
Agreement  shall  be made by an  independent  auditor  selected  and paid by the
Company. Such independent auditor shall be a nationally recognized United States
public accounting firm, which may be the independent accounting firm used by the
Company to audit its financial statements.

      If you are in agreement with the terms of this letter,  please so indicate
by signing and returning the enclosed copy of this letter, whereupon this letter
shall constitute a binding agreement between you and the Company.

                                            Very truly yours,
     
                                            THE CIT GROUP, INC.

                                            By: /s/ Albert R. Gamper, Jr.
                                                --------------------------------
                                                Name: Albert R. Gamper, Jr.
                                                Title: President & CEO

 Agreed: 

    /s/ Joseph M. Leone
------------------------------
        Joseph M. Leone